09:09 FIRST PACIFIC<00142> - Announcement & Resumption (8) principal strategic objectives, repayment of debt and working capital (however, no specific acquisition is currently contemplated). REASONS FOR AND BENEFITS OF THE NOTES ISSUE Taking into account that the value at which the Notes can be exchanged for the Exchange Property represents a premium of 21 per cent. over the closing price of the PLDT Shares as quoted on the Philippine Stock Exchange on 11 January, 2005, the issue of the Notes will enable the Guarantor to raise funds from the debt capital markets at lower cost with reasonable tenor and terms to fund its general corporate requirements including acquisitions in line with the Guarantor's principal strategic objectives, repayment of debt and working capital. The Directors are of the view that the terms and conditions of the Notes are fair and reasonable and are in the interest of the Group as a whole. The Guarantor currently as no plans to dispose of or relinquish its current substantial interest in PLDT. The cash settlement option included in the Conditions will allow the Issuer to make a cash payment in US dollars in respect of all or any portion of a Note deposited for exchange and this mechanism will permit the Guarantor to maintain its current investment level in PLDT. The closing price of one PLDT Share as quoted on the Philippine Stock Exchange on 11 January, 2005 was Php 1,360. GENERAL The Guarantor is a Hong Kong based investment and management company with its principal business interests in Southeast Asia relating to Telecommunications and Consumer Food Products. The Guarantor will promptly notify the Stock Exchange if it becomes aware of any dealings in the Notes by any connected person (as defined in the Listing Rules) of the Guarantor and will comply with the relevant Listing Rules with respect thereto. Completion of the Subscription Agreement is subject to the satisfaction and/or waiver of the conditions precedent therein. In addition, the Subscription Agreement may be terminated under certain circumstances. Please refer to the paragraph headed "SUBSCRIPTION AGREEMENT" above for further information. As the transactions pursuant to the Subscription Agreement may or may not complete, potential investors are advised to exercise caution when dealing in the shares of the Guarantor. The deemed disposal of PLDT Shares by the Guarantor through the issuance of the Notes constitutes a discloseable transaction of the Guarantor under the Listing Rules and is required to be disclosed by way of this press announcement, and a circular with respect to this transaction will be issued to shareholders of the Guarantor shortly. At the request of the Guarantor, trading in the shares of the Guarantor has been suspended since 9:30 a.m. on 12 January, 2005 and an application has been made to the Stock Exchange for the resumption of trading with effect from 9:30 a.m. on 13 January, 2005. TERMS USED IN THIS ANNOUNCEMENT "Closing Date" The closing date for the Notes,